On the Closing Date (as defined below), Clearwater Paper Corporation (the ?Company?) entered into an amendment and restatement of its credit agreement, dated October 27, 2023 by and among the Company, AgWest Farm Credit, PCA, as administrative agent (the ?Agent?), and the lenders party thereto (as amended, the ?Non-ABL Credit Agreement?). The credit facility provided under the Non-ABL Credit Agreement consists of (i) a term revolver loan commitment in the amount of $270 million (the ?Term Revolver Facility?), $150 million of which was disbursed on October 27, 2023 and $120 million of which was drawn after giving effect to the closing of the Transaction (as defined below) (ii) a term loan commitment in the amount of $400 million (the ?Farm Credit Term Loan Facility?), which was fully drawn after giving effect to the closing of the Transaction and (iii) a term loan commitment in the amount of $90 million (the ?Commercial Bank Term Loan Facility? and together with the Farm Credit Term Loan Facility, collectively, the ?Term Loan Facilities?), which was fully drawn after giving effect to the closing of the Transaction.

The Company may also increase commitments under the Term Revolver Facility in an aggregate principal amount of up to $60 million, subject to obtaining commitments from any participating lender and certain other conditions. The proceeds from the Closing Date borrowings under the Non-ABL Credit Agreement were used by the Company to finance the Transaction; to pay fees and expenses in connection with the Non-ABL Credit Agreement; and for working capital purposes. The lending commitment under the Term Revolver Facility is subject to an annual reduction of 2% of the commitments then in effect.

The Non-ABL Credit Agreement matures and the lending obligations under the Term Revolver Facility terminate on the earlier of (i) in the case of the Term Revolver Facility and the Commercial Bank Term Loan Facility, May 1, 2029, (ii) in the case of the Farm Credit Term Loan Facility, May 1, 2031 and (iii) and the date that is 91 days prior to the maturity of the Company?s 4.750% senior notes due 2028, unless during such period of time the outstanding principal amount of such senior notes plus $50 million is less than the sum of the Company?s available borrowing liquidity and unrestricted cash. The obligations of the Company under the Non-ABL Credit Agreement are secured by liens on substantially all of the personal property assets of the Company and each of its domestic subsidiaries that are guarantors of the Non-ABL Credit Agreement. On the Closing Date, the Company also entered into an amendment (the ?ABL Amendment?) of its ABL Credit Agreement dated July 26, 2019, among the Company, as borrower, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, the ?ABL Credit Agreement?), the primary purpose of which was to permit the Transaction and entry into the Non-ABL Credit Agreement.

In connection with the ABL Amendment, among other things, the maximum commitment of the lenders (subject to borrowing base limitations) under the ABL Credit Agreement was increased from $275 million to $375 million, $120 million of which was outstanding after giving effect to the closing of the Transaction and $3.7 million of which was utilized for outstanding but undrawn letters of credit. In addition, pursuant to the ABL Amendment, the debt, liens and dispositions covenants were amended.